An Alien and A Spider
by Agent-G
Summary: This is the 3rd and most likely last in the JL The Spider stories. Join Peter and Kara on the latest adventures with new evils rising and challenges to them and the League that could determine the ultimate fate of the all Metahumans and of the Earth.
1. Chapter 1

**Well here it is, the 3****rd**** part of my Justice League: The Spider and Web of Cadmus story. Hope you enjoy it as I got a few surprises in store. **

**Disclaimer: I don't own Marvel or DC characters and I make no profit from this story.**

**An Alien and a Spider**

**Chapter 1: New Dawn**

Peter Parker felt the sun hitting his face as he put his arm up to cover his eyes he had a long night and looking at the clock he was working on only five hours of sleep. He sighed knowing that even if he tried he wouldn't get any more sleep at the moment not that he woke up. He looked up at the pale ceiling and not for the first time wondered if he should paint the room to something other than a boring white.

He felt the bed shift to his left and looked to see the beautiful blonde still asleep. He smiled at how she was still deep asleep, she had already been in bed when he got back and he got into bed with her. Her long blonde hair was messy but he always found it cute. She was sleeping in one of his shirts it was one size too big for her but she said she liked it and kept it. He could have taken it back but she honestly looked better in it than he did.

He rolled over and sat up running a hand through his short brown hair looking around the room. It was a better room than he normally would have been able to afford but that was the great thing with getting to know a rich superhero. He looked through the glass doors at the New York skyline, it looked like New York but it wasn't the one he had been born and raised in. He came to this New York a few years ago t the lowest point of his life. He had lost everything that mattered and in that moment of weakness all the pain and loss had been too much for him. He had been crushed by the weight of it all and just fell, he let go and just let himself fall off a tall building.

It was only some massive twist of fate or luck that he hadn't ended up splattered on a sidewalk somewhere and ended up crashing into the Justice League meeting room. Hell it wasn't until months later that he had wondered if whatever portal he had fallen through had opened a few more meters away he would have ended up in space.

After a few months he had slowly healed physically and mentally from the worst day of his life.

Then he got to rebuilding his life and here he was, in a great place in New York with a great girl in his life. Looking at Kara sleep he couldn't help but grin at the site of how cute she looked asleep. She had been one of the first friends he made here and she had helped him to deal with everything that had happened in his life. She had wanted to go to New York to not only to go to school here but also to stand out against her cousin Superman. Together they were the major heroes of New York, something a lot different than in his home.

Peter looked at the bits and pieces of his costume just tossed all over the place, he sighed thinking he would clean that up later as he went to the bathroom. Looking in the mirror at his bed hair and the stubble on his face he would need a shave. It had been a strange few years for himself as he started to shave in the mirror. Thanks to Batman he had this place, although it was actually a hand me down of a place Bruce Wayne once owned but he never used it. But Peter didn't want a total handout and had a job at a news paper taking pictures to help pay the bills, Kara actually got a job there too so that was nice.

Peter ran a hand over his now smooth face looking at the reflection in the mirror. He was now in his early twenties having spent over two years in this universe and he had to admit it was agreeing with him. He had filled out a bit more since his high school days but there was no way he would be ripped like Batman or Superman but all that time with the League sure helped out. He decided a shower was in order as he stripped down and got into the shower the hot water started to feel a bit nice as he just wanted to enjoy the sensation.

He didn't hear the sound of the door open behind him but the soft hands running over his back did make him jump.

"Whoa!" Peter looked around to see a certain blonde nearly laughing. "Damn it I hate it when you sneak up on me."

"Says the guy with the spider sense." Kara teased.

"You know that only works when I'm in danger," He told her as he relaxed with the feel of his girlfriend pressing up against his back. Damn being young and in a relationship did have you test your stamina sometimes.

"Hey wait what happened to your shoulder?" Kara Kent, also known as Supergirl asked seeing the bruise on his shoulder. She hadn't seen that before as it looked fresh.

"Damn I was wondering how bad that was," Peter rotated his shoulder he had felt some pain from it when he woke up but if it was bruised then it looked like he took a worst hit than he thought. "I actually had a run in with that guy Blockbuster. Guy was throwing cop cars around so I decided to inform him of the error of his ways in my usual charming and rational manner."

He noticed that she was very quiet. "Hey are you using x-ray vision on me?"

"Just checking to see if you had any internal injuries."

"I really wish you would tell me before you do that," Peter grumbled getting the soap. "I feel like I need a lead apron on every time you do it."

"Don't be a baby you know you have less radiation from that then at the dentist office," She told him as she and her cousin Clark had tested out just how much radiation they did give off when they used their x-ray vision. Thankfully it wasn't as much as either of them feared.

"So are you done playing nurse on me?" He asked over his shoulder. "Do I get a clean bill of health?"

"Well I'm no doctor but everything looks in place but I'd be careful with your shoulder," Kara hand her hands gently over the bruise. "I know you heal a bit faster than a normal person but it still looks kind of nasty."

"Well we do have the day off," He grinned handing her the soap. "Do I get to be in bed all day with a certain beautiful blonde nursing me back to health?"

"Only if you're good," She kissed his cheek taking the soap to wash his back.

"Do you think you can get a nurse outfit to go with it?" Peter asked her before yelping as she slapped his bruise.

"Don't push it," she told him.

After a very long and very intimate shower the two of them got dry and dressed. Both in a pair of jeans and shirts as they started up breakfast, they usually helped with it as they shared a lot of the responsibilities of the household. You kind of had to when either of them could be called away for an emergency.

Although Peter would admit Kara did clean a lot faster with her powers than he could ever could but he didn't dare suggest that to her face, or anywhere. One of the problems with a girlfriend with super hearing was that you could never know when she was listening. Peter put on the news on the TV as they cooked their breakfast.

"_And in today's report, ex-presidential candidate Lex Luthor is secured in maximum security after his attack on the Justice League while merging with the alien remnants of the AI known as Brainiac."_ A reporter spoke up from the TV.

"And good riddance," Kara commented as it had been a couple of weeks since that incident. "Can't believe it took that to get that man into jail, I still can't believe it looked like he was winning the damn election."

"Well at least his opponent is happy that his major threat for office is in jail," Peter joked. "I bet every man in an election could wish for that kind of outcome."

"No kidding," Kara used her heat vision to cook the toast. She could have used the toaster but honestly this way it was faster and she could ensure a nice even cooking of the bread.

"One of these days you're going to burn right through that and into the wall," Peter told her placing his bread in the toaster.

"Please I've been doing this for years," Kara told him seeing a nice perfect golden brown. "You're just jealous."

"I will not confirm nor deny those allegations," he told her. "So now with Luthor out of the way you think everyone can get a little less tense?"

He pulled out the orange juice from the fridge, "I mean given that Captain Marvel quit when Clark kind of went a little overboard and all the tension building up from that I hope people can relax. Plus no one has heard from Cadmus lately."

"Yeah well when Waller was found dead in her own office, kind of screws things up I bet. They most likely can't agree on who should be running that place," Kara never liked Cadmus and after finding out they made a damn clone of her and now several, well her opinion of that group seemed to get lower with each revelation.

What really got her tense was that her clone was still out there; of course she was running around a different city, with a clone of Peter of all things.

"Speaking of, did you hear what they're calling your clone Kaine now?"

Peter nodded he had seen the news report, "Yeah, I bet whoever named him the Scarlet Spider is going to get his teeth kicked in."

His older clone and Kara's older clone were working together in a city in the US at the moment. Most likely also living together but it was hard to tell as the two had been keeping a pretty low profile when they weren't in costume. Apparently his clone had taken to wearing this red and black spider themed costume. Personally Peter had had some issues with clones in the past and he wasn't looking to start something else.

Hell most of the clones that Cadmus had made were doing okay, well sure that Power Boy jerk who had gone all fatal attraction on Kara hadn't been fun, and the one of Wally who wore that yellow costume calling himself Zoom was causing trouble. At least Shayera's clone was doing well, in fact the two met up now and then apparently.

He shook his head things had gotten weird in his life ever since he got bitten by that spider and they didn't seem to be stopping. Look at him now, living in another universe with his alien girlfriend and part of a team of heroes made up of the entire planet with their space station HQ. Oh yeah, the word 'normal' was a word that had a very broad interpretation.

"By the way I haven't seen Donna lately," He referred to Diana's younger sister.

Kara only grinned at him, "Well you know how things get when you're in a new relationship."

He nodded his head in understanding, lately she had been going out with David Longshadow, Peter had found a way to save his life awhile back and apparently those two hit it off. Although from how he heard it she had been the one to start things off. After all the guy was physically the same age as Peter and Kara but the poor guy found out that his entire life was made up of fake memories and he had been made in a Cadmus lab.

Peter was impressed with how well he had pulled his life together, he knew full well the kind of crap you could go through when your entire world gets shattered. Still the guy had pulled it together very well and was living his life how he wanted to live it.

"So any plans?" Kara asked him as they sat down to eat.

"Got to finish a paper this morning," Peter started to say after a bite. "Then there is a new project I'm working on with Atom."

"You two have been working on a few things lately," Kara smirked knowing how much Peter enjoyed his time with the Professor.

"Well I've been learning a lot from Professor Palmer," Peter scratched the back of his head. "He's got all these really cool projects that he gets to work on and I've been learning a lot under him."

"Sounds like someone had a man-crush," Kara teased.

"I do not," He replied back at her, "Honestly I never had someone I could look up to in the science field that I actually got to talk to and even work with all the time."

Peter had never had a mentor like this before and he really enjoyed himself, he could lose hours working with Atom and he had.

"Relax I'm just poking fun at you," Kara teased him smiling.

"Well there is also the training with Wild Cat I'm taking," Peter had been taken to see the aged veteran hero by Black Canary. For an old man the guy had a lot of fighting experience, hell Peter had been learning a lot from that guy as well, although that learning ended with a lot of bruising. The guy was really old school in teaching how to fight.

Black Canary swore by the man's teachings that he had taught her almost everything she knew of fighting so she had been taking people to see the old man. When it was Peter's turn well he had ended up surprised by how tough the old guy was. He knew that his own fighting style if you could call it that was just his experiences with no real training behind it.

Given the new world he was in and the dangers with it, he felt that maybe it was high time to finally learn how to fight.

"Busy day then," Kara sighed.

"Don't you have school work to do too?" He asked.

"Already done," Kara shrugged it off.

Peter gave her a dirty look, "Sometimes I hate your super speed."

"Well I don't use it all the time," She told him. "But it does free me up, I think I'll go patrolling the city for a bit, maybe I'll see if Barbara or Donna is busy."

"Well baring some major event I'll be free tonight," He wondered if they should head out for a movie or something later.

"Okay but I won't hold you to it, I know full well the kind of life we live and the things that can happen." She just hoped there weren't any super villains that were going to cause trouble but then again it had been kind of tame lately. "Hey have you noticed that we haven't seen many villains around lately?"

Peter paused and thought about it, "Now that you mention it, it has been kind of oddly quiet."

Both of them stared at each other wondering what that meant.

**-Gotham City-**

Elsewhere in the US another woman was waking up to the morning light. Diana of Themyscira also known to the world as Wonder Woman woke to the light of the sun as she stretched out and reached to the spot next to her. She opened her eyes to see in the large bed the missing spot as she grinned and shook her head. Taking off the silk sheets she went to the adjacent bathroom to shower and freshen up.

Normally she would do this at her own place but last night she had spent it at her boyfriend's. She smirked at the term, it wasn't all that long ago she lived on an island with no men at all so the thought of being with a man in a relationship, well that would have been unheard of.

But ever since she got around Bruce's hang-ups with her Diana Prince persona she had become the woman that Bruce Wayne had been seeing in the day and as Wonder Woman saw Batman at night.

After cleaning up she found her undergarments but saw that her clothing were gone. She smiled knowing full well by now how it happened. The first time it had been a surprise to her but she was used to it by now. She knew they would be cleaned and pressed by the time she needed them. She found a red silk robe on the bed for her. She put it on as it was tailored to her wrapping it up tightly.

Going out of the room she found the large hallways of Wayne Manor, they had intricate wooden carvings for decorative pieces along the wallpaper. The carpet was soft on her feet as she found her way into the kitchen where she could smell the food waiting. She entered as she saw Alfred by the counter making the last plate for breakfast.

He saw that Tim Drake was also by the table, the young man was already eating a small stack of pancakes.

"Hello everyone," Diana spoke up.

"Good morning, breakfast is ready." Alfred told her.

"Morning," Tim said with a wave before going back to eating.

She smiled the young man she hadn't met on her first time here after the invasion but as she ended up spending more time here she got to know him more. He was a very nice if energetic young man, she could tell though that he would become a very good man one day. Looking around she noticed one person not here.

"He's downstairs again isn't he?" Diana sighed.

"You know how master Bruce is." Alfred told her with a slight amusement.

"Oh I do," She turned to leave. "I'll be right back."

When she left the room Tim then looked to Alfred, "You know she's the only one I think could get Bruce to leave the cave for breakfast."

"Let us hope so and if I dare say it I hope she stays over more often," Alfred smiled. "It would be nice if it Master Bruce would join us for breakfast more often."

Diana made her way to the large library where the entrance to the cave was. She had once asked Bruce where all the books even came from. Apparently they had been collected over the course of generations of the Wayne family. Bruce didn't even know a fraction of the books here, some were so old he was afraid if they were opened they might just fall apart. Diana once looked around back when they stayed here after the Thanagarian invasion, there were more book on various subjects that she bet it would take a lifetime if not more to read through them all.

She found herself at the clock and manipulated it to open the secret passage she had been shown of course how. As it opened to the dark stairs cut out of the natural rock of the cliff that the mansion was build on. She took one step and immediately felt the cold of the stone on her bare feet. Although the cold didn't bother her like most people, which was why she could fight in arctic conditions in just her normal uniform.

Still that didn't mean it was comfortable. She rose off the ground just slightly as she hovered over the stone floating down. She saw Bruce was at the large computer working again. Diana smiled as she silently moved towards him, holding her breath even just in case as she snuck up to behind his chair.

"I'm working Princess," Bruce told her not even bothering to look around.

Diana scowled at him, "How in all of the Underworld did you know I was coming?"

"The computer alerts me whenever someone opens the doorway from the library," He pointed to a small light that was one among many of the lights on the computer. "Plus not many people can sneak up on me, unless they were hovering over the ground."

She crossed her arms wondering if he was just trying to impress her or just showing off.

"If I made no sound then how did you know I was behind you?"

"Years of doing this have given me eyes in the back of my head," He said in a deadpan way that made her pause. She could never tell when he was joking or telling her the truth.

Bruce got a small smile tugging on his face before pulling it back and then pointed to one of the screens, "I also caught your reflection."

'_Damn smug bastard,'_ She mentally said to herself although she had a smirk on her face. This was the man she had fallen in love with and even his smug moments like this she grew to like. He certainly wasn't like most men, he wasn't like any man or anyone she had ever met before. He was unique in the world and that was one of the things that drew her to him. Plus despite it all she could see under all that emotional armor he made for himself over the years, he was still a man in pain.

She had seen glimpses of that pain, every time he looked at that large painting of his parents when he thought no one was looking. She couldn't even imagine what it had been like for him all these years to carry that pain around, it made her wish she could take it away but his pain helped to define who he was.

Diana leaned down as she gently ran her fingers through the hair on the back of his neck. If she couldn't take his pain away she hoped to lessen it.

"So what has you so focused that you're missing breakfast with all of us?"

He was all too aware of her body next to his, ever since she came up with her Diana Prince persona a member of the Themyscira embassy. It was already in the papers that Bruce Wayne and Diana Prince had been seen together a few times already. Already the rumors were about him and this new woman in the life of Gotham's Favorite Son. He had to admit it had been a long time since he had opened up even a little.

Unlike other woman he knew that he didn't have to worry about her, it would take a god to basically take her down. He was also too well aware of her fingers and how they were playing with the back of his head. It was distracting but he put it away as he tried to refocus. He brought up several images and newspaper images he had saved under this new file.

"Lately there has been a bit of a power vacuum in Gotham," Bruce explained to her. "Rupert Thorne, leader of one of the major crime families has been dealing with various legal troubles."

"No small part because of you I bet," She smiled at him.

"I had a hand or two," He nodded as he went on. "Plus not just in his organization, lately I've also made some headway with the Falcone Family, the Maroni Crime Family and the Odessa Mob that's been trying to get a foothold. Unfortunately there seems to have been a side effect of this."

"What side effect?"

Bruce pulled up a few new images, these showed a blurred image of men in black masks. "A new crime group has shown up and they have been aggressively building up power and territory. So far there are only whispers but the man running this goes only by The Black Mask."

"So what, one of these criminal groups started to take a turn to the theatrics?" It was a rhetorical question given what she had just seen but it did seem to fit. She had started to learn more about the street level crime that heroes like Bruce tended to fight when not in the League. She had to admit that mainly her skill set was more for the heavy hitters, the super villains and criminals with special powers or weapons.

It wasn't until she started dating Bruce that she got to see what he did up close. Although he never let her go on any patrols or anything since he kept telling her that she didn't know how to be subtle enough for it. She always took offence to that, it was one of the things they always argued about to no end.

It was too early in the morning to bring that up so she decided to get back to what she came down here for.

"So are you coming to breakfast or not? You know Alfred always makes you something and it's a waste when you don't eat." She told him.

"I'm trying to analyse where this Black Mask is operating from in Gotham," Bruce told her as he had been going over all the reports. Trying to find a territory that he had and what in that area could be used as a headquarters. If he knew where they lived and worked it went a long way to fighting crime, when he could place listening devices in offices to gather intelligence. It was one of the ways he stayed one step ahead of them.

"So are you really going to get any further in fifteen minutes than you have in the last hour or so you've been down here?" Diana asked him.

"You never know," Bruce told her although it would most likely take him a lot more time than that to figure something out. He might have to hit the streets and try to get someone to talk, someone always knew something and someone always talked.

"Well since I doubt that you'll find whatever it is that you're looking for anytime soon you can at least join us all for breakfast." She insisted. "And need I remind you that if you continue to be stubborn on this I can be just as stubborn."

He knew full well that she was as he debated on either going with her or figuring out a way to leave him alone.

"You do know that I could just pick you and this chair up and carry you both up those stairs right?" Diana threatened him as she was fully capable of carrying out the threat. The chair and Bruce weren't all that heavy to her.

Bruce sighed knowing that the longer this went on the longer he would be away from his work. He still had some work to do at Wayne Enterprises along with this. He got up off his chair knowing that the only path that would allow him more time for his work was to do what she said.

"Oh don't give me that look," She told him as she linked her arm with his. "You know this is for your own good Bruce. You spend too much time down here instead of living and one day you'll find yourself old and alone unable to even be Batman. Besides you have a wonderful family up there and you should enjoy the time you have with them."

Bruce didn't say anything, he knew she was only trying to look out for him although he never asked her to. Still, with her next to him he did feel a sense of calmness that he hadn't felt in years back when he first thought of being Batman he had nearly made a choice to live his life and not for revenge, not for The Mission. He had become Batman and for years he hadn't once regretted the choice and still didn't.

Perhaps though it was time to at least try and do more than just his mission, was it possible to have a life and be Batman, he wasn't sure. He had no idea if this relationship was going to go anywhere or just fail like his long list of other relationships. Only time would tell he supposed as they walked out of the cave together and into the light of the day.

**-Project Cadmus-**

In the large circular meeting room of Project Cadmus, surrounded by monitors as they sat around a circular table, lately their group hadn't been as organized as they had once been. With the loss of Amanda Waller the driving force and focus of their group had seemed to have gone. They still hadn't been given a new person to lead the group by their backers.

Which had been thrown into chaos since it turned out Lex Luthor had been one of their major backers, now that that man was in prison and had been apparently using everyone to try and become some kind of supreme being it had caused a lot of problems.

Around the table from the left was Dr. Hamilton, Dr. Hugo Strange, General Wade Eiling and joining them was Col. Rick Flagg Jr the leader of Task Force X.

"We are getting nowhere," General Eiling said losing his patience. "We've rebuild our facility but had to shut down several of our off site areas."

"Well that happens when you lose some of your budget," Hamilton sighed. "With Luthor gone we had to cut back on some of our programs."

"We still have enough resources to keep going," Flagg jumped in. "My own force is still working strong and we could still recruit a few more personnel to replace the losses after all."

"You have any people in mind?" The General asked.

"I'll forward them to Dr. Strange since he's best at determining who would be best suited for our needs and also how best to control them." The Colonel nodded to the bald psychologist.

"I'll look them over today," Strange told the military officer.

"What about our plans for metahumans," The General demanded from everyone at the table. "We've been playing catch up and for one I'm sick of it. There must me something we can try, Hamilton what about that project I read about a couple of years ago, the one with the AI computer."

Hamilton looked shocked at the idea, "Waller black listed that program for a reason General."

"Well she isn't here and we need something that we can use," Eiling told him slamming his fist onto the desk to impact his statement.

"What project are you two talking about?" Flag asked as Strange looked interested as well as he hadn't heard of any AI project.

Hamilton shared a look with the General and as the man nodded the doctor sighed as he keyed something into a computer terminal that was on the table. Images lit up the screens around them showing several images. One was of a ruined facility overlooking a cliff face, another was of an unremarkable looking man. An image of ruined machinery, some of it looked like some kind of robot.

"Several years ago this man, Karl Rossum in Gotham was a leading pioneer in robotics," Hamilton explained to everyone. "He developed the first true A.I. that the world has most likely seen. He called it the Holographic Analytical Reciprocating Digital Computer or simply H.A.R.D.A.C. for short."

"This A.I. had started to create robotic duplicates and had started to replace actual people. They were so advanced that they fooled many people. Batman destroyed the A.I. and the robots at least most of them that is."

"The remains of all the parts had been taken by Gotham P.D. although a few were taken by certain government agencies which we have taken when Cadmus was formed. Not only that but any materials that were left in the Gotham were also taken. We have been researching the parts and only now we have a working understanding of the technology."

"Mr. Rossum was a genius ahead of his time."

"Was?" Strange asked noticing the past tense.

Hamilton nodded, "Yes apparently he had died in a fire at his place years ago. Although I doubt he would have joined our organization he had seemed to be against making another A.I. again after the disaster that happened."

"So a new project was brought up," The General said remembering the program. "To use the technology from that to make a new A.I. to help us track and figure out ways to deal with the metahumans."

"Which Waller deemed too risky since H.A.R.D.A.C. went rogue there is no way to ensure that anything from that technology won't do the same." Hamilton warned them.

"I find this intriguing," Dr. Hugo Strange said as the idea of an A.I. that he could look at. What kind of mind did a machine have he wondered.

"If this will help us then I say we go ahead with it," Flagg seconded the motion.

"You...you have no idea of the dangers that would happen?" Hamilton tried to make them see reason. "What if we lost control?"

"Then make sure that we either can't lose control or we have ways to make sure that we can kill this thing at a moment's notice." The general told him. "I think it's time we started to go on the offensive and like in any war you need good intel, with this project we could finally get ahead of them all."

Hamilton sat down seeing that he had lost the argument already, he never trusted this project and never would and he feared for what they could unleash on the world. He was already having some second thoughts about Cadmus and this wasn't helping. Many of their projects had ended up blowing up in their faces and this might be the next one, he also feared it would be the last one.

"So then we are agreed," The General nodded, "We'll start project OMAC."

**Next up Chapter 2: New and Improved**


	2. New and Improved

**An Alien and a Spider**

**Chapter 2: New and Improved**

Peter was in one of the large science labs on the Watchtower, he really loved the labs here. All his life he had wished for better facilities, back when he had to do with over the counter parts and chemicals for his Spider-Man gear. Now that he had access to this kind of place he felt it was time to finally start time to upgrade his stuff. Working with the League had placed him into fights that normally he wouldn't have been involved in before.

Although it had taken time he felt that he was ready to start. The lab he was currently working in he was one of the few that the League members used for personal use only. So all the civilian technicians that worked around the place, they didn't have access, so Peter had been using this lab for his personal gear.

Of course others did use it but not many members of the League had science training, but he did lock everything up when he was done. Now on a table was a black material that he had been working on for the last month.

"So what is this experiment of yours?" Atom who was standing behind Spider-Man asked the younger man. He had been asked to help out with his work now and then and he was interested to see what the young hero had come up with.

In the time he worked with Spider-Man he had learned that although the person who had to be under that mask was young his mind was sharp and eager to learn. Ray only wished half his students could show the kind of enthusiasm he showed.

"Well I've been trying to work on something to help me out," Spider-Man explained as he took off a glove and started to place the black one on. "This is it in default mode but just watch."

Peter did something that Atom didn't see as the black material changed to a replica of Peter's original glove.

"So it changes color?" Atom asked him.

"Well that's just the start," He explained. "There are times I have to be really careful when I change out of my civilian clothing and even careful of when I'm wearing my suit under my normal clothing. Plus it gets really hot with two layers on."

"Plus my original suit is just cloth, this is made out of microfibers used by nano-machines."

"Ah so that's why you asked for my help." Palmer knew that if anyone needed help with microscopic technology then he was the world's authority on it.

"Exactly," Peter nodded his head. "Plus this material is a lot stronger, it will still hurt getting hit but with this I might just be able to take a bullet...in theory and nothing high powered."

"That could be very useful in several fields," The Atom thought about how such a material could help with Kevlar vest for police.

"Yeah but it's still experimental, although there is something I wanted to show you as I'm having some trouble with it." Peter led him to a storage locker as he pulled the door open. There were several trays as he pulled out one that came out to the length that a pull person could lay on.

"And what is this?" Atom looked intrigued. When Spider-Man told him Atom rubbed his chin. "Oh that is interesting, how to you account for the various fluctuations?"

"It's going to have a device that will constantly scan and update as needed," Peter explained showing him some tech that was laying next to the main item. "I just need to finish it."

"Okay, now what about the power and heating?" He asked him.

Peter scratched the back of his head, "Yeah...that's what I need help with I kind of ran into a wall with that. I can power it and it lasts for an hour but I need to make the power supply smaller and there is that heating problem. After only a few minutes it would give a sauna a run for its money."

Atom thought about it, "I think I might have something back in my lab at the University that might actually work."

"Really? Because that would really help," Peter hoped that whatever Atom had it would do the trick. This was one of the projects he had been working on when he had spare time, and for a full time student, job, girlfriend and hero, well it has taken him six months on and off to get this far.

"So what's in the other slots?" Atom looked to the other lockers in the wall. They were all locked up so it was most likely Spider-Man had been busy.

"Ah, well ever since I joined the League I've kind of gotten into a lot of fights with guys that are way outside my normal weight class that I was used to." Peter put the equipment he was working on away as he opened up one of the other lockers. He pulled it out and on the slab were various pieces of armor.

One was a black suit with silver armor with square patches over it. The other suit was red and black with a spider design on the chest.

"I've been working on something I've been calling spider armor," Peter showed him the incomplete set. "The first is very basic it's just a strong metal pieces over a suit, it's just a quick and dirty job, it's bulky and heavy so I'm not as fast. The other is a more advanced suit but it's not even close to being done."

"I see," Atom looked at the materials. "You've been busy."

"Well we keep getting into fights with some pretty big hitters plus the occasional alien invasion and I felt I needed something to help give me either an edge or allow me to take some of the harder hits." Peter had started his career as a hero fighting street level criminals and super villains that were more used to robbery or kidnapping or something like that.

He rarely had been part of anything big back home and so when he joined the League he started getting into fights were there were people trying to take over governments, armies, aliens and all kinds of things. He felt like he was barely holding his own when there were guys like Superman who could punch mountains around.

At first he felt like he might not be cut out for this but there were all kinds of people in the League, some didn't even have powers and yet they never gave up and fought even harder. So Peter resolved that it was time to start using his brain. That's when the idea he came up with to start improving his equipment. Batman had all kinds of stuff that he used so Peter thought that maybe it was time he should get some new toys.

"So you've been working on this?" Atom asked.

"Well that's what I've been working on now," Peter pulled up the sleeves of his costume showing off his web shooters. "I've just finished working on upgrading my web shooters. They're a new tougher but lighter metal."

"They don't look all that different," he commented to Spider-Man.

"Yeah...they aren't really all that different I'll admit," he scratched the back of his head. "The real change is that it fires tracer rounds so I can track people now and also this." He touched a simple part and fired at the wall. A small ball of webbing hit the wall and expanded.

"I call it impact webbing," Peter reset it back to stream mode. "It helps gives me range and it doesn't use up as much fluid which can be a life saver for me." Then there was a beeping noise on his left shooter. He pulled up the sleeve of the other arm and read the small timer.

"You put in a watch into one of them?" Atom asked.

"Oh right, yeah I can't wear a watch while wearing these and when you're changing quickly things happen, I've lost two watches this year alone so I was fed up with it, bought a cheap one and took it apart and placed only the parts I need into the left shooter." Peter noticed the time and groaned. "Speaking of self improvement, I'm going to be late if I don't leave now."

"You have an appointment?"

Peter nodded, "Yeah it's another way I got to improve on myself although it's a bit more physical." Peter shut everything back up and locked it. "Well I got to run."

"Sure thing I'll get that part and show you tomorrow what might help."

"Thanks, you're a life saver Professor," Peter waved at him running off hoping he wouldn't get late after all the trouble of putting in a damn watch into one of his shooters he didn't need to be late.

**-Themysciran Embassy –**

In Manhattan near the UN building was situated the embassy for most likely the smallest nation that had been recognized by the world. When Diana had been given the mantle to represent her people she had help from her friends to set up this building. It also gave her a home on the top floors that was away from the Watchtower. However Diana wasn't here at the moment still away while her younger sister Donna used the other bedroom in the place.

Donna looked a lot like her older sister, in fact if there wasn't such an age different they might have been twins but the younger woman was in a robe in the large bathroom drying her long black hair.

"Are you sure she won't be back?" Came the male voice from the shower.

Donna rolled her eyes, her boyfriend could be such a worrier sometimes. "Relax David, she's spending the night with Batman and unless she teleports in she should take awhile to fly back."

"How do you know she won't teleport?" Longshadow asked.

"Because she likes to take the scenic route sometimes," She told him as she went to leave. "I'll start breakfast."

"I'll be out soon," he called to her.

Donna wished that the shower windows didn't hide the person on the other side she had gotten to like seeing the form of her boyfriend. She was glad that she came to Man's World, there was just so much here that you couldn't find on the island. So many wonderful things, yes there were bad things in the world but that's where people like her and the League came in. Besides she had good friends and felt freer here.

She wasn't the Queen's daughter or the younger sister, she was Donna Troy the Wonder Girl and she was making a name for herself. Plus having David Longshadow in her life certain changed things, he was just so kind a true gentle spirit but he wasn't afraid to fight evil when it came. A truly peaceful warrior and when she was with him she loved the way she felt. When he looked at her he looked at her as Donna and not something else.

That and he was really hot, he was so big especially his muscles. She grinned as she knew how well his body felt and the first night together as a couple had been an experience. She had never been with a man before and of course he had never been with anyone. She shook her head, that first time had been a disaster, all the fumbling and uncertainly. He had actually kept apologizing until she had to shut him up with a kiss. After some talking they had tried a bit more slowly, exploring and finding more about each other.

Now, no w when they were together like that she felt a tingle run up her spine.

She had just walked into the large living room area as she stopped with nearly a yelp.

"Hello sister," Diana called from the couch taking off her high heel shoes she had worn since last night.

"I...I thought you were still in Gotham," Donna mentally cursed.

"I flew in early as Bruce had a morning meeting," Diana then noticed something. "Did you leave the shower running?"

"Oh! Yes, there was a strange rattling so I let it run to see if that would fix it, oh look it's fixed I'll just go turn it off," She made to move but the water turned off as Donna cursed in the names of all the gods she could that David had taken that moment to finish up.

"And it just turned off," Diana crossed her arms raising an eyebrow she knew her sister was hiding something all that time together and you learned a lot about a person, especially when someone was lying to you.

"How about that," Donna tried to think of something but she was coming up dry, before she could even get anywhere though someone just had to ruin it.

"Hey Donna are you sure you don't want any help with breakfast-AH!" Longshadow had walked into the room with just a towel as he saw Diana and jumped back making sure his towel didn't slip off, flashing the older sister of his girlfriend was a bad idea. Especially since he wasn't sure how she would take it and he knew full well how powerful she was.

Diana gave them a silent look before smirking and going to the kitchen counter. "Well then I guess that makes three for breakfast."

There was a stunned moment of silence before Donna spoke up, "Hold on, no sisterly outrage, no over protectiveness, no lectures or anything?"

"No, why would I?" Diana said simply taking her shoes off. "You are a grown woman now and what you two do is none of my affairs."

"And you're not surprised?" Donna asked.

"Of course I knew," Diana responded. "You've never been good a keeping secrets from me little sister and I suspected for some time how far you two have come."

"How?" Donna tried to rack her brain since she had been so very careful.

"Personal experience of my own," Diana told her as the two sisters shared a knowing look between them.

Donna honestly wasn't sure what she had expected but this was a nice change. Because she was the younger sister she always felt like everyone treated her like she was made of glass. She always had to push herself harder and prove to everyone that she wasn't just because she was the younger princess of their nation. It had taken forever just to get their mother to let her leave the island since her older sister had.

Donna breathed out as she got to the kitchen area and got started. "Well that's good."

"Please you're not the only one in a relationship with a man so I know full well what you are feeling." Diana explained.

"Should I...get some pants?" David asked unsure of himself.

"That might be preferable although I am comfortable with the human body seeing my little sister's boyfriend in an unclothed state isn't exactly comfortable," she told him with a smile. Although she liked him and he was a sweet young man she wasn't comfortable with him in that state given his relationship with her sister and her own with Bruce.

"Does he have to?" Donna teased. "You know he's got a really great body."

With that Longshadow quickly ducked back into the bedroom to find his clothing. Diana smirked and shook her head her little sister could be such a tease sometimes.

"Merciful Hera," Diana nearly laughed.

"Oh come on a little ego boosting does wonders for men I found out," she told her older sister as she started on breakfast.

"Well I know how happy he makes you," Diana hoped there was some coffee left over ever since she came to Man's World she had gotten addicted to it. Now she understood why Bruce always seemed to have a good stock on hand.

"He really does," Donna smiled to herself. "Well it's nice to know I can count on my sister for support."

"You can always count on me," Diana told her. "Although we may need it one day."

"For what?"

"For when mother eventually finds out," Diana sighed.

Donna let that process, "by all the gods does she have to find out?"

"Donna!"

"What? You know how protective she is, how long did you stay away before coming back, pushing it back so you wouldn't have to face mother's wrath?"

Diana couldn't argue that point she had spend months away from the island, she could have gone back at any time but she made excuses like exploring the new world or fighting evil or something else that came up. They loved their mother but it was like all children adored and feared the wrath of their parent, it was something that never really went away with age. Plus their mother was a very imposing person.

The sisters were silent a moment contemplating their mother, she would most likely disprove just on general principle that no one was good enough for her girls.

"Well we don't have to tell her right away right?" Donna asked hopeful. "It's not like we're keeping secrets from her if she doesn't ask right?"

"Well..." She thought about it, she wasn't sure how her mother would handle Bruce as her mother only knew him as Batman. There was a lot more to him than just that and not many people saw all the sides to him. In truth their relationship was still very young and she wanted it to get to be a bit more stable.

"I supposed if she doesn't ask..." Diana drawled it out.

"Then we don't have to say anything," Donna leaned forward grinning as the secret pact between sisters was struck.

"Besides do you really want to have her know about your boyfriend?" Donna asked her sister. "I'm not sure how she would feel about him."

"Why wouldn't she approve?" Diana felt a bit offended by that remark. "He is a great warrior, one of the best as well as someone that fights for good. He's very intelligent, commanding and never backs down."

"I'm not saying anything bad about him!" She threw her hands up in defence knowing how her sister got when she perceived a slight against her. She rose to any kind of challenge and liked to face it head on so she needed to quickly explain what she meant. "I like how he makes you happy and he does got that tall dark and mysterious thing going for him."

"I just meant that he's kind of...well..."

"Kind of what?" Diana demanded.

"It's also the kind that is a bit like Hades in a way, you know the whole dark persona, hides in shadows, lives underground..."

"He doesn't live in the Batcave," Diana retorted although she did know that he liked to work way more then he should in there. Still if there were analogs to the gods she hated to admit it but Batman would be one for Hades although she might never want to admit that.

Since the sisters found out about their mother's affair with Hades and he was in fact their father had been something they had been dealing with. Given that they had been lied to by their mother about their origins had been something that shook their lives. Now that Diana thought about it, maybe it might be good that she didn't tell her mother right away about her new relationship.

"Well now that that is out of the way, let's get started on breakfast or did you eat already?" Donna asked.

"I did eat but I can still help," She got up and went around the counter to the kitchen area. "Alfred showed me a few things I've been meaning to try."

"Oh good you've been bragging about that man's cooking time to see if it's as good as you say it is," Donna then realized that David was taking his time and figured out he might be waiting. "You can join us now you know." She called out to him.

Longshadow slowly walked out of Donna's bedroom now fully clothed. "Sorry just wanted to give you two time to talk."

She smiled at him, "I know and that's very sweet of you now come on I'm starving and my sis says she's going to wow us with her new found cooking skills."

Diana elbowed her sister with a grin from her teasing, she was going to make her sister eat her words.

**-Watch Tower Gym-**

Peter hit the mat a lot harder than he thought he was going to as he groaned pushing himself up. How long had they been at this already? He lost count by this time but he knew that this was all to improve himself. He pushed up as he saw his sparring partner waiting for him.

"Well kid I ain't got all day," the man said. This was Wildcat, an older hero who has a lot of miles on him but still despite his age was one tough old man. A former boxing champion he had picked up a lot of fighting experience and had used all that experience as a hero.

The man was dressed in an all black cat costume as he had trained many heroes in hand to hand combat.

"Going a little rough on him aren't you old timer?" The voice of Black Canary spoke up getting both men's attention as the fishnet clad heroine walked into the gym.

"This was your idea," Wildcat told her.

"Actually it was his," She pointed to Peter.

"Well if you want to get technical I was asking for a fight instructor and she pointed me in your direction." Peter gave his own two cents. He had been looking for someone to help him improve his ability to fight. All this time he had just been winging it and learning as he fought, well now that he knew combat experts he thought it was long time to learn it from some of the best.

He had thought about Batman but Peter doubted Batman had the time plus he didn't want to relay on him too much. So he asked around, one of the names that came up the most was Black Canary so he had gone to her for help when he explained what he wanted. He hadn't expected for her to point him in the direction of the man that had tough her how to fight.

Peter wasn't sure what to expect, he hadn't really worked with Wildcat before and he was a little hesitant about fighting someone his age when he had super strength. Those fears were put to rest when Peter hit the mat face down for the third time on his first training day. That had been months ago and Peter still was eating the ground time from time.

"Well how are the lessons going?" Black Canary asked knowing that Wildcat pulled no punches. He was strictly old school but his training did give the best results.

"I'm amazed he hasn't gotten himself killed," the old hero spoke up.

"Hey!" Peter felt insulted by that.

"Kid you got no formal training and you were just swinging without any technique to it. Hell it's like you fight on pure instinct most of the time."

"It's not like I had anyone I could go for training before," Peter defended himself. He had started out as a teenager with no mentor, or anyone he could really turn to for help. This was the first chance he had to get some real training in on how to fight on a constant basis.

"Well Spidey you couldn't ask for a better teacher," Black Canary told him as she walked over to the mat as she took her black jacket off. "How about we see if he can handle me, give yourself a break Old Man."

"Don't get sassy with me," Wild Cat told her gruffly. "I taught you a hell of a lot but that still doesn't match up for years of experience."

Dinah only grinned at her mentor and got into a fighting stance. Peter did the same as he tried to gauge the blonde in front of him. He had plenty of experience himself after all he had been fighting since he had been sixteen against some pretty nasty people. He took a breath to calm himself like Wildcat taught him, observe the opponent, assess and then attack.

Peter decided to test her out and threw a quick jab, she dodged it with a graceful movement only moving just enough to dodge it without wasting any energy. She lashed out with a snap kick of her right leg. She aimed for his open chest but he was ready for it, blocking her ankle with his forearm he struck out with his other palm to the chest to knock her off balance.

She did get knocked back but she surprised him by grabbing his wrist and falling back dragging him by his wrist when he was over her she planted her feet on his chest launching him over and past her. Normally this might have been a worry to most but Peter thanked his spider powers to help him twist in mid air to land on his feet.

He really hadn't expected her to do that and when he turned around she was already back on her feet a lot quicker than he expected. She also looked a little surprised he was on his feet.

"Yeah the kid's got some kind of insane agility you have to look out for," Wildcat spoke up with his arms crossed. "Pisses me off sometimes, but at least it's not as annoying at that other thing of his."

"Other thing?" She asked throwing a three punch combo followed by a kick. Spider-Man was able to dodge or block each one.

"Kid, what did you call that thing again?" He asked Spider-Man.

He had to think about it for a moment, "You mean my spider sense?"

"That's it."

"Okay you might have to explain that," Black Canary now was dodging Spider-Man's counter she found he didn't move like you would expect. He liked to use his flexibility of his body to attack at angles you don't normally see. Then he left over her and threw a punch down at her, she was able to dodge it with a roll but again, unexpected angles.

"It's kind of like an early warning system," Peter explained. "When danger is headed my way I get this feeling, kind of like a buzzing sensation and direction of where the danger is coming from. Even if I'm not looking at it, can't hear it or even not even aware of it, if it's a danger I'll know it."

Black Canary paused, "That's actually kind of handy."

"It's a damn cheat is what it is!" Wildcat barked out. "I tried blind folding the kid, plugged his ears and other stuff to get him to fight without it."

"I told you that stuff wouldn't work," Peter told the old hero. "I can't turn it off, it's always stuck on."

"Well how do you expect to get a fighter's instinct when you got that on?" Wildcat told the younger hero. "How do you think I was able to throw you down kid?"

Peter had been wondering that but he knew from experience that his spider sense wasn't perfect. It had a limited range and if he wasn't concentrating or focused on something else he could miss the warning. Sure sometimes his body moved on instinct but that was because he allowed his body to move on instinct.

"You know instead of complaining about it maybe use it," Black Canary told them both dropping her fighting stance. "You got a lot of agility and with that spider sense have you tried to think of using that to make your own unique fighting style?"

Peter paused he really hadn't thought of that before, "Well, that would be cool and all but I have no idea how to do that. I'm just now learning how to actually fight."

"About time too, how you haven't gotten yourself killed yet is a miracle," Wildcat told him in his usual gruff manner.

"You're just full of cheer and joy aren't you?" Peter asked him deadpan.

Dinah raised a hand to hide her smile trying not to laugh, the old man was rough around the edges and was a bit sour at times but you had to look beyond that exterior to really get to know him. Also he didn't take to getting sassed at either.

"Alright you little brat time to learn a few things about respecting your elders," He cracked his knuckles going onto the mat. "I'll take it from here Dinah I need to beat some respect into him."

Peter mentally groaned he'd rather fight the Black Canary as Wildcat he knew wouldn't pull any punches. Well you did ask for this a part of him reminded himself, he hated that part sometimes. But Black Canary's words about learning to integrate his spider sense and agility into fighting were a good point. He kind of had been doing it sometimes when he let his spider sense guide his actions but never all the time.

Maybe then he-SLAM

"Kid get your head in the game," Wildcat warned him as Peter realized he had been cut off mid thought and was facing the ground...again.

**-Graveyard-**

A dark night in a lonely cemetery long past the time anyone would come to visit those they had lost, rows and rows of new stone showing the more recent arrivals with those who had long ago past who no one remembered them or came to visit their lonely stone monuments. All was quiet except for one person walking the headstones looking for one in particular.

The figure stopped at one specific one as a small flashlight flashed just long enough to read the name. He didn't need anyone noticing strange lights at night in a graveyard and calling the police. Not that he would care about the police but the attention wasn't needed.

He looked down at the earth under the stone with it's simple words, how odd how an entire person's life could be just summarized down like that. All that experience turned to a handful of words on stone that he wasn't sure if anyone even visited anymore.

Well no matter he was here now and he had plans for his visit tonight.

"Well now time to get to work, don't worry you should thank when you wake up." The person said to the grave below him.

**Next up Chapter 3: Black Mask**


End file.
